U. S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 10-QSB
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1998
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission File Number 0-26886
INTERNET HOLDINGS, INC.
(Exact name of Company as specified in its charter)
Utah 13-3758042
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
c/o Beckman, Millman & Sanders, LLP 10038
116 John Street - Suite 1313 (Zip Code)
New York, New York
(Address of principal executive offices)
Company's telephone number, including area code: (212) 406-4700
Indicate by check mark whether the Company (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Act of 1934 during the
preceding 12 months (or for such shorter period that the Company was required to
file such reports), and (2) has been subject to such filing requirements for the
past 90 days.
Yes ___ No _X_
The number of shares outstanding of the issuer's common stock as of
June 30, 1998 was 2,119,470
<PAGE>
PART I FINANCIAL INFORMATION
Item 1. Financial Statements
INTERNET HOLDINGS, INC.
BALANCE SHEET
JUNE 30, 1998
<TABLE>
<CAPTION>
June 30, December 31
----------- -----------
1998 1997
----------- -----------
(Unaudited) (Note 1)
ASSETS
<S> <C> <C>
CURRENT ASSETS
Cash 3,400 1,600
Other receivable -- 34,000
----------- -----------
Total Current assets 3,400 35,600
----------- -----------
$ 3,400 $ 35,600
=========== ===========
LIABILITIES AND
STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued expenses $ 8,385 $ 20,380
----------- -----------
Total current liabilities 8,385 20,380
----------- -----------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Common stock, $.001 par value, 50,000,000 shares
authorized, 2,119,470 shares issued and outstanding 2,119 2,119
Additional paid-in capital 5,723,560 5,723,560
Accumulated deficit (5,730,663) (5,710,459)
----------- -----------
Total stockholders' equity (4,984) 15,220
----------- -----------
$ 3,400 $ 35,600
=========== ===========
</TABLE>
The accompanying notes to financial statements are an
integral part of this statement.
F-1
<PAGE>
INTERNET HOLDINGS, INC.
STATEMENTS OF OPERATIONS
UNAUDITED
<TABLE>
<CAPTION>
Three Months Six Months Twelve Months
------------ ---------- -------------
Ended June 30 Ended June 30 Ended December 31
1998 1998 1997
-------------------------------------------------
<S> <C> <C> <C>
REVENUES $ 64 $ 74 $ 3,813
EXPENSES 17,160 20,278 130,974
-----------------------------------------
Loss from continuing operations (17,096) (20,204) (127,161)
LOSS FROM DISCONTINUED OPERATIONS -- -- (2,359,612)
-----------------------------------------
Net loss $ (17,096) $ (20,204) $(2,486,773)
=========================================
PER SHARE DATA:
Loss from continuing operations $ (0.01) $ (0.01) $ (0.07)
=========================================
Loss from discontinued operations $ -- $ -- $ (1.30)
=========================================
Net loss $ (0.01) $ (0.01) $ (1.37)
=========================================
Weighted average number of common
shares outstanding 2,119,470 2,119,470 1,813,706
=========================================
</TABLE>
The accompanying notes to financial statements are an
integral part of this statement.
F-2
<PAGE>
INTERNET HOLDINGS, INC.
STATEMENTS OF CASH FLOWS
UNAUDITED
<TABLE>
<CAPTION>
Three Months Six Months Twelve Months
Ended June 30 Ended June 30 Ended December 31
1998 1998 1997
----------------------------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S> <C> <C> <C>
Net loss $ (17,096) $ (20,204) $(2,486,773)
Adjustments to reconcile net loss to net cash
used by continuing operations:
Loss from discontinued operations -- -- 2,359,612
Operating expenses satisfied by issuance of common stock --
(Increase)/Decrease in accounts receivable -- --
Increase (decrease) in accounts payable
and accrued expenses (5,396) (11,996) (87,239)
(Increase)/Decrease in other receivables 20,000 34,000 (34,000)
Increase in other liabilities -- --
----------------------------------------
Net cash provided/(used) by operating activities (2,492) 1,800 (248,400)
----------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Shares issued in orivate placement -- -- 2,375,000
Proceeds from convertible loan note -- -- 125,000
----------------------------------------
Net cash provided by financing activities 2,500,000
----------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES
Investment in joint venture (2,250,000)
----------------------------------------
Net cash provided by investing activities (2,250,000)
----------------------------------------
NET INCREASE (DECREASE) IN CASH (2,492) 1,800 1,600
CASH, BEGINNING OF PERIOD 5,892 1,600 --
----------------------------------------
CASH, END OF PERIOD $ 3,400 $ 3,400 $ 1,600
=========================================
NON CASH INVESTING AND FINANCING ACTIVITIES:
Corporation acquired by issuance of common shares $ 660,000
Corporation divested by cancellation of common shares (660,000)
Shares issued in satisfaction of other obligations 72,500
Shares issued pursuant to conversion of loan note 12,500.00
----------------------------------------
</TABLE>
The accompanying notes to financial statements are an
integral part of this statement.
F-3
<PAGE>
INTERNET HOLDINGS, INC.
NOTES TO FINANCIAL STATEMENTS
UNAUDITED
(1) Basis of presentation
The accompanying unaudited financial statements have been prepared in accordance
with generally accepted accounting principles for interim financial information
and with instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly
they do not include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements. The balance
sheet at December 31, 1997 has been derived from audited financial statements at
that date. In the opinion of management all adjustments (consisting of normal
recurring adjustments) considered necessary for a fair presentation have been
included. Operating results for the six month period ended June 30, 1998 are not
necessarily indicative of the results which may be expected for the year ended
December 31, 1998. For further information refer to the financial statements and
footnotes thereto for the year ended December 31, 1997.
F-4
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Liquidity and Sources of Capital
As of June 30, 1999, Internet Holdings, Inc. (the "Company" or "Registrant") had
current assets of $3,400 as compared to $106,722 as of June 30, 1997 and $35,600
as of December 31, 1997.
At this time the Company had outstanding loans totaling $282,290. Formal demand
had not been made on this liability but were it to be made the Company would
have been unable to pay. This liability has now been settled as part of the
settlement of legal proceedings effected in November 1999.
Further funding will be necessary for the Company to continue its development.
On October 27, 1999 the Company filed a Form 8-K setting out a contingent
acquisition which, if consummated, would provide the Company with $2,160,000 in
cash and liquid securities. This agreement is conditional on the settlement of
all outstanding litigation, the filing of outstanding periodic and annual
reports under the Securities Exchange Act of 1934, as amended, and the
maintenance of the Company's quotation on the OTC - Bulletin Board.
Results of Operations
Following the divestiture of the Company's operating subsidiary Chiron Systems
Ltd. ("CSL"), in December 1997, the Company has no operations.
The Company continued to attempt to negotiate a settlement with regard to its
indebtedness and threatened legal proceedings. This was eventually settled in
November 1999.
During the period the company was unable to negotiate such a settlement.
The Company does not currently have funds to pursue any other business
opportunities.
-2-
<PAGE>
PART II OTHER INFORMATION
Item 1. Legal Proceedings
The Company was engaged in defending itself against legal proceedings with joint
venture partners during the period. This was settled in November 1999 as
reported in Form 10-KSB filing for December 31, 1997.
Item 6. Exhibits and Reports on Form 8-K
Reports on Form 8-K
a) Exhibits - None
b) The Registrant did not file any reports on Form 8-K for events which
occurred during the six months ended June 30, 1998.
-3-
<PAGE>
SIGNATURES
In accordance with the requirements of the Exchange Act, the Registrant
caused this report to be signed on behalf by the undersigned, thereunto duly
authorized.
Internet Holdings, Inc.
Date: December 13, 1999 /s/ Christopher Wilkes
----------------------
Christopher J. Wilkes
President
-4-
